SECURITIES AND EXCHANGE COMMISSION

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

From: May 14, 2004

IVANHOE MINES LTD.

Suite 654 – 999 CANADA PLACE, VANCOUVER, BRITISH COLUMBIA V6C 3E1

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

     Form 20-F- [  ]  Form 40-F- [X]

(Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

     Yes: [  ]     No: [X]

(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-                    .)

Enclosed:

First quarterly financial statements
Confirmation of mailing
Press Release
Material Change Report

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FIRST QUARTER REPORT

MARCH 31, 2004

TABLE OF CONTENTS

IVANHOE MINES LTD.

APPROVED BY THE BOARD:

IVANHOE MINES LTD.

IVANHOE MINES LTD.

IVANHOE MINES LTD.

Supplementary information (Note 7)

IVANHOE MINES LTD.

The Annual Financial Statements disclosed that at December 31, 2003, JVCo was not in compliance with the minimum working capital requirement in its credit agreement, and had not received a waiver from its lenders with respect to this requirement and also with respect to the non-compliance with certain other financial covenants in the credit agreement.

During the three-month period ended March 31, 2004, JVCo made a debt repayment of approximately $8.1 million and did not contribute any funds into the debt service account. JVCo should have contributed an amount of approximately $8.0 million into the debt service account, as it should have covered the next principal and interest payments due at the end of August 2004. Management of the JVCo is of the opinion that JVCo will make the next semi-annual debt payment due at the end of August 2004 and that the lenders will not demand repayment of the loan, notwithstanding the foregoing. There is no assurance, however, that the lenders will not make such a demand. Accordingly, as required by GAAP, the entire amount of Ivanhoe Mines’ share of JVCo’s loan payable aggregating $11,250,000 at March 31, 2004 and $15,000,000 at December 31, 2003 has been included in current liabilities.

IVANHOE MINES LTD.
Notes to the Consolidated Financial Statements
(Stated in U.S. Dollars)
(Unaudited)

During 2003, ABM advised Ivanhoe Mines that ABM would require additional capital in order to supplement its anticipated cash flow from project operations to cover budgeted operating costs. The funding shortfall was accentuated by the rapid appreciation of the Australian dollar (A$) against the U.S. dollar. During 2003, Ivanhoe Mines made a $7.5 million working capital credit facility available to enable ABM to meet any such shortfalls. At December 31, 2003, the working capital credit facility was fully drawn down. In March 2004, Ivanhoe Mines advanced a further $2.2 million under a new working capital facility, which is also fully drawn down.

In 2004, ABM will likely need to supplement its anticipated cash flow from the Savage River operations with additional capital from external sources in order to cover expected operating costs. The extent of the funding shortfall will largely depend upon fluctuations in foreign currency exchange rates, iron ore prices and ABM’s ability to retain its existing customers. ABM management has advised Ivanhoe Mines that it continues to search for further capital requirements from external sources, but that there is no assurance that it will be successful in doing so. However, a failure to do so may have an adverse effect on ABM’s ability to continue as a going concern.

As at March 31, 2004, the net carrying value of the Savage River operation’s assets and liabilities which are included in these financial statements is $32,318,000 (December 31, 2003 -$34,131,000).

All of the long-term debt is non-recourse to the Company.

During the first quarter, 1,650,000 options were granted. These options have lives ranging from five to ten years and vest over five years. The weighted average fair value of the options issued was estimated at Cdn$5.22 per share option at the grant date using the Black-Scholes pricing model. The compensation expense to be recorded for these options is $2.4 million in 2004, of which $1.4 million was recognized in the first quarter.

Also, during the first quarter, 92,500 options were exercised for proceeds of $159,000.

Stock options outstanding at May 7, 2004 totaled 9,878,717 with exercise prices and expiry dates ranging from Cdn $1.20 to Cdn $12.70 and August 8, 2004 to March 30, 2014, respectively. At May 7, 2004, a total of 271,651,568 Common Shares of the Company were outstanding.

IVANHOE MINES LTD.
Notes to the Consolidated Financial Statements
(Stated in U.S. Dollars)
(Unaudited)

IVANHOE MINES LTD.
Notes to the Consolidated Financial Statements
(Stated in U.S. Dollars)
(Unaudited)

IVANHOE MINES LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

(Stated in U.S. dollars)

INTRODUCTION

This discussion and analysis of financial position and results of operations (“MD&A”) of Ivanhoe Mines Ltd. should be read in conjunction with the unaudited consolidated financial statements of Ivanhoe Mines Ltd. and the notes thereto for the three months ended March 31, 2004 and with the audited consolidated financial statements of Ivanhoe Mines Ltd. and the notes thereto for the year ended December 31, 2003. In this discussion and analysis, unless the context otherwise dictates, a reference to the Company refers to Ivanhoe Mines Ltd. and a reference to Ivanhoe Mines refers to Ivanhoe Mines Ltd. together with its subsidiaries and joint venture. The effective date of this MD&A is May 7, 2004.

Additional information about the Ivanhoe Mines, including its annual information form, is available on SEDAR at www.sedar.com

FORWARD LOOKING STATEMENTS

Except for statements of historical fact relating to Ivanhoe Mines, certain information contained herein constitutes forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Forward-looking statements include, but are not limited to, statements concerning estimates of expected capital expenditures, statements relating to expected future production and cash flows, statements relating to the continued advancement of Ivanhoe Mines’ exploration, development and production projects, statements relating to the potential of the Oyu Tolgoi Project, statements relating to target milling rates and other statements which are not historical facts. When used in this document, the words such as “could,” “plan,” “estimate,” “expect,” “intend,” “may,” “potential,” “should,” and similar expressions are forward-looking statements. Although Ivanhoe Mines believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Important factors that could cause actual results to differ from these forward-looking statements include the potential that Ivanhoe Mines’ projects will experience technological and mechanical problems, geological conditions in the deposits may not result in commercial levels of mineral production, changes in product prices, changes in political conditions, changes in the availability to obtain project financing and other risks. Forward -looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change. The reader is cautioned not to place undue reliance on forward -looking statements.

This MD&A contains references to estimates of mineral resources. The estimation of reserves and resources is inherently uncertain and involves subjective judgments about many relevant factors. The accuracy of any such estimates is a function of the quantity and quality of available data, and of the assumptions made and judgments used in engineering and geological interpretation, which may prove to be unreliable. There can be no assurance that these estimates of reserves and mineral resources will be accurate, and that reserves and mineral resources could be mined or processed profitably.

IVANHOE MINES LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

(Stated in U.S. dollars)

SELECTED FINANCIAL INFORMATION

(All amounts in millions of U.S.dollars,
except per share information)

IVANHOE MINES LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

(Stated in U.S. dollars)

SELECTED QUARTERLY DATA

($ in millions except per share
          information)

IVANHOE MINES LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

(Stated in U.S. dollars)

OVERVIEW & CORPORATE STRATEGY

Ivanhoe Mines is an international mining company whose principal current activity is exploring a major discovery of copper and gold at the Oyu Tolgoi (Turquoise Hill) project in southern Mongolia. It also has regional exploration programs targeting gold and copper, principally in Mongolia and China. Ivanhoe Mines’ operations also include the extraction of copper, gold and iron ore products from various mines in the Asia Pacific region.

The Company’s current priority is to focus the majority of its financial resources on continuing the exploration and development of the Oyu Tolgoi project. In 2003, the Company began to explore opportunities to rationalize non-core assets, including possible spinoffs, sales, joint ventures or other transactions involving such non-core assets. During the first quarter of 2004, as part of its plan to focus on the development of the Oyu Tolgoi project, the Company continued to consider selling or otherwise disposing of existing non-core assets. The Company also continued to assess opportunities to extend a minority participation in the Oyu Tolgoi project to one or more strategic partners. No assurances can be given that any such transaction or transactions will be completed.

Since its inception, the Company has relied on capital markets (and in particular, equity markets) to fund its exploration activities and expects, in 2004 and thereafter, to continue to rely on these markets as well as exploring other sources of capital (including with joint venture partners) in order to continue funding the development of the Oyu Tolgoi project. The Company does not expect to receive any cash distributions in 2004 from its two producing mines, as any available surplus cash generated by each mine will be used to either repay third-party loans or commitments or to expand existing operating mine capacity. Capital markets are subject to significant volatilities and uncertainties. There can be no assurance that Ivanhoe Mines’ undeveloped or partially developed projects can be fully developed in whole or in part, since factors beyond Ivanhoe Mines’ control may adversely affect its access to funding or its ability to recruit third-party participants.

IVANHOE MINES LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

(Stated in U.S. dollars)

EXECUTIVE SUMMARY – Q1’04

The Company recorded a net loss of $27.9 million (or $0.10 per share) in the first quarter, compared to a net loss of $9.0 million (or $0.04 per share) in 2003. Major factors in Q1’04 results included an operating profit from mining operations totaling $1.8 million and exploration expenses of $20.7 million. Exploration expenditures were primarily incurred on the Oyu Tolgoi (Turquoise Hill) Project and other projects in Mongolia. Exploration expenditures in Q1’04 are in line with the Company’s exploration expenditures in the last two quarters of 2003.

Mongolia

1) An Interim engineering study, expected to be released at the end of Q2’04, updating the Scoping study, previously issued in February 2004.

2) A feasibility study, expected to be released at the end of 2004, covering the planned development of the Oyu Tolgoi Project’s open-pittable mineral resources.

3) A pre-feasibility study, expected to be released at the end of 2004, covering planned underground block cave development of Hugo North’s mineral resources.

Myanmar

Australia

IVANHOE MINES LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

(Stated in U.S. dollars)

Corporate

IVANHOE MINES LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

(Stated in U.S. dollars)

REVIEW OF OPERATIONS

A) EXPLORATION

Exploration expenses in Q1’04 totaled $20.7 million, compared to $10.8 million in Ql’03. The $9.9 million increase in costs is mainly due to the cost of engineering evaluation studies initiated in mid 2003 on the Oyu Tolgoi project and increased drilling and exploration activities on the Oyu Tolgoi project and other Mongolian properties.

⁽¹⁾ Gramper tonne

IVANHOE MINES LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

(Stated in U.S. dollars)

IVANHOE MINES LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

(Stated in U.S. dollars)

IVANHOE MINES LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

(Stated in U.S. dollars)

B) MINING OPERATIONS

Copper operation

MONYWA COPPER JOINT VENTURE (“S&K MINE”), MYANMAR

⁽¹⁾ Include ore and waste material

Copper prices on the London Metal Exchange reached a high point of $1.44 per pound on April 19, 2004 very close to the high mark of $1.47 per pound established in July 1995. Copper prices have steadily increased since November, 2001 when they reached a low point of $0.60 per pound. By the end of April 2004, copper prices have eased to $1.25 per pound, mainly based on recent fears of a projected slow down in China’s ongoing economic expansion.

Based on higher than expected ore grades mined over the last six months and a recent geological evaluation, the Monywa Copper Joint Venture started in Q1’04 a drilling program, with the aim of proving up additional ore material from targets located within and to the north of the Sabetaung South pits.

The 2% increase in costs of operations in Q1’04 is the net result of an 8% increase in processing costs net of a 24% decrease in mining costs . The increase in processing costs is mainly due to chemicals used in the leaching process. The lower mining cost were the result of the 39% increase in ore grade allowing for a 51% decrease in total tonnages mined during the quarter.

The management of the Monywa Copper Project intends to increase, by the end of March 2005, the mine’s annual copper production capacity to 39,000 tonnes. Total copper cathode production for 2004 is currently projected at 32,000 tonnes.

Current plans for the Monywa Copper Joint Venture are to develop the Letpadaung deposit and incrementally expand the current copper cathode capacity over the next six years to a total of 129,000 tonnes of copper per year. The increase in production capacity over the next six years has been designed so that all capital expenditures are expected to be financed from the mine’s internally generated cash flows.

Following a $7.5 million semi-annual principal payment by the S&K Mine at the end of February 2004, the S&K’s project debt balance was reduced to $22.5 million. The S&K Mine remains in technical default of certain covenants under the project debt agreement. However, based on the S&K Mine’s discussions with the project lenders, the Company does not expect the lenders to act upon the default. However, no assurances can be given in this regard.

The Company believes the S&K Mine has the ability to generate sufficient cash from operations, in the short and long term, to repay its obligations and maintain planned production.

IVANHOE MINES LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

(Stated in U.S. dollars)

Iron operation

SAVAGE RIVER MINE, TASMANIA

⁽¹⁾ Include ore and waste material

Pellet prices at Savage River are negotiated once a year and are priced in U.S. dollars. Most of Savage River’s annual pellet price adjustments become effective in the second half of each calendar year. The increase in pellet prices for the 2003 year was about 9% and the increase in pellet prices for 2004 is 19.5%. The iron-ore market and the demand for iron-ore pellets is very strong in 2004 to date, with much of the demand coming from China. The tight ore supply has promp ted steel mills to secure long-term iron-ore pellet contracts. Although the pellet price is negotiated every year, most of the planned production for the Savage River Mine over the next three to four years now has been taken up in supply contracts.

The financial gains resulting from the 2003 increase in pellet prices and the expected increase in 2004 have been totally eroded in Ql’04 by the strengthening of the Australian dollar (“AUD$”). The Australian dollar has steadily strengthened since September 2001, when it reached a low point of U.S. $0.48/AUD$, to a high mark of U.S.$0.80 in February 2004. Since February 2004, the Australian dollar has weakened and at the end of April 2004 it stood at U.S.$0.72/AUD$. For the 2003 year, the Australian dollar averaged U.S.$0.653/AUD$.

The 36% increase in cost of operations in Q1’04 is mainly attributed to the 29% increase in the Australian dollar. When denominated in Australian dollars, costs of operations in Q1’04, before changes in inventories decreased by 8% and costs of operations after changes in inventories increased by 5%. Costs savings resulting from the switch to natural gas are the main contributor to the 8% decrease in costs of operations. The strengthening of the Australian dollar in Q1’04 decreased the net realizable value of inventories for run of mine material, concentrate and pellets because the net realizable value of those inventories is pegged to the U.S. dollar.

To offset the negative impact of a strong Australian dollar, the management of the Savage River Mine will have to improve the economic viability of the mine by continuing efforts to lower costs and successfully negotiate financial assistance from third parties.

Using an annual average exchange rate of U.S.$0.75/AUD$, the management of the Savage River Mine forecasted a cash shortfall of $2.3 million for the 2004 year. The Company funded this $2.3 million cash shortfall in Q1’04 but has not committed nor made any decision to commit additional funds to finance any future cash shortfall at the Savage River Mine. If the management of the Savage River Mine is unable to obtain the necessary funding, including third party financial assistance when needed, the mine may not be able to continue as a going concern and, accordingly, adjustments may be required to the carrying value of the Company’s investment in the Savage River Mine. All debt obligations of the Savage River Mine to

IVANHOE MINES LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

(Stated in U.S. dollars)

third parties are non-recourse to the Company.

Total pellet production forecast for 2004 is estimated at approximately 2.3 million tonnes.

C) ADMINISTRATIVE AND OTHER

General and administrative – The $2.4 million increase in General and Administrative expenditures is primarily due to the increase in stock-based compensation charges in Q1’04. Stock-based compensation costs totalled $2.2 million in Q1’04 compared to $0.3 million in 2003.

Foreign exchange gains – In 2003, the Company maintained most of its cash resources in Canadian dollars. The foreign exchange loss in Q1’04 is mainly due to the weakening of the Canadian dollar against the U.S. dollar during the quarter.

Share of loss on significantly influenced investees – The Company has a greater than 20% equity interest in the following two companies, Jinshan Gold Mines Inc. and Intec Ltd. The $0.4 million loss represents the Company’s share of net losses for these two companies in Ql’04.

Share Capital – At May 7, 2004, the Company had a total of 271.7 million common shares and purchase warrants outstanding as shown in the following table:

At May 7, 2004, the Company had a total of approximately 9.9 million incentive stock options outstanding with a weighted average exercise price per share of Cdn$4.09 . Each option is exercisable to purchase a common share of the Company at prices ranging from Cdn$1.08 to Cdn$12.70 per share.

CASH RESOURCES AND LIQUIDITY

At March 31, 2004, consolidated working capital was $102.1 million, including cash of $61.1 million, compared with working capital of $126.9 million and cash of $108.2 million at December 31, 2003.

Operating activities – The $23.9 million in cash used in operating activities in Q1’04 was primarily attributed to $20.7 million in exploration activities and $2.9 million in deferred stripping costs.

Investing activities – In Q1’04, a total of $ 19.2 million in cash was used in investing activities. The main cash expenditures consisted of the final $20.0 million installment of the $37.0 million purchase price for the BHP royalty interest acquisition.

IVANHOE MINES LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

(Stated in U.S. dollars)

Financing activities - Financing activities in Q1’04 included $7.5 million in debt repayments for the S&K Mine ($3.75 million net to Ivanhoe Mines).

In October 2003, the Company raised $50.0 million (Cdn$66.0 million) through the issue of 5.76 million Special Warrants at a price of $8.68 (Cdn$l 1.45) per Special Warrant. Each Special Warrant entitled the holder to acquire one common share and one common-share purchase warrant of the Company. In January 2004, the Special Warrants were converted into 5.76 million common shares of the Company and 5.76 million share-purchase warrants. Each 10 share-purchase warrants are exercisable to purchase one common share of the Company at $8.68 per share until February, 2005.

The Company’s existing cash resources are sufficient to meet all of its planned capital expenditures for the first six months of 2004. The Company expects to fund planned expenditures for the second half of 2004 from external sources, which may include debt or equity financing, proceeds from the sale of existing non-core assets, third party participation in one or more of the Company’s projects or a combination thereof. There can be no assurance that the Company will be successful in generating sufficient funds from any of these sources. Failure to generate sufficient funding from one or more of these sources may require Ivanhoe Mines to delay, postpone or curtail certain of its planned activities for the second half of 2004 and thereafter. Over the long term, the Company still needs to obtain additional funding for, or third party participation in, its undeveloped or partially developed projects (including the Oyu Tolgoi project, the Company’s other Mongolian exploration projects, its Chinese exploration projects and the Bakyrchik Gold Mine) to bring them into full production.

Contractual Obligations – Ivanhoe Mines has, in the normal course of its business, entered into various long-term contracts that include commitments for future operating payments under contracts for power, port operations, equipment rentals and other arrangements. Substantially all of the Savage River Mine’s obligations relate to commitments for natural gas, power and a mining contract. Currently, the mining operations at the Savage River Mine are scheduled to terminate at the end of 2007 and the pellet producing operations are scheduled to terminate in 2009.

Pursuant to a deferred purchase obligation, the management of the Savage River Mine and the Tasmanian Government are committed to co-managing the remediation of environmental exposures created by prior operations on the Savage River site. The remediation work may be carried out by the mine in conjunction with normal mining operations. This deferred obligation, which amounted to AUD $14.9 million at the end of Q1’04, is secured in part by a bank letter of credit for A UD$2.8 million and is repayable by December 24, 2014.

In Q1’04, there were no significant changes to Ivanhoe Mines’ level of contractual obligations since the end of 2003.

CRITICAL ACCOUNTING ESTIMATES AND CHANGES IN ACCOUNTING POLICIES

The preparation of financial statements in conformity with generally accepted accounting principles in Canada requires companies to establish accounting policies and to make estimates that affect both the amount and timing of the recording of assets, liabilities, revenues and expenses. Some of these estimates require judgments about matters that are inherently uncertain.

A detailed summary of all of the Company’s significant accounting policies and the estimates derived therefrom is included in Note 2 to the annual Consolidated Financial Statements for the year ended December 31, 2003.

Accounting policies used in Q1’04 did not differ from the policies used in the preparation of financial statements at December 31, 2003.

IVANHOE MINES LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

(Stated in U.S. dollars)

DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS

In Q1’04, the Company did not make any significant changes in nor take any significant corrective actions regarding its internal controls over financial reporting, or other factors that could significantly affect such internal controls over financial reporting. The Company’s CEO and CFO periodically review the Company’s disclosure controls over financial reporting. At the end of Q1’04, the Company’s CEO and CFO were satisfied with the effectiveness of the Company’s disclosure controls and procedures.

OVERSIGHT ROLE OF THE AUDIT COMMITTEE

The Audit Committee reviews, with Management and the external auditor, the Company’s quarterly MD&A and related Consolidated Financial Statements and approves the release of such information to shareholders. For each audit or quarterly review, the external auditor prepares a report for members of the Audit Committee summarizing key areas, significant issues and material internal control weaknesses encountered, if any.

May 14, 2004

British Columbia Securities Commission
Alberta Securities Commission
Saskatchewan Securities Commission
The Manitoba Securities Commission
Commission des valeurs mobilieres du Quebec
Ontario Securities Commission
New Brunswick Securities Commission
Nova Scotia Securities Commission
Prince Edward Island Securities Commission
Newfoundland Securities Commission
Registrar of Securities, Government of the Yukon Territory

Toronto Stock Exchange

Dear Sirs:

In compliance with National Policy 41, the following document was mailed on May 14, 2004 to shareholders on the company’s supplemental mailing list:

Yours truly,
IVANHOE MINES LTD.
per:

“Beverly A. Bartlett”

Beverly A. Bartlett
Corporate Secretary

IVANHOE MINES LTD.
World Trade Centre
Suite 654, 999 Canada Place
Vancouver, British Columbia
V6C 3E1

PRESS RELEASE

May 14, 2004

This press release is issued pursuant to Section 111 of the Securities Act (British Columbia) and Section 141 of the Securities Act (Alberta).

Ivanhoe Mines Ltd. (“Ivanhoe”) has acquired 2.5 million shares of Jinshan Gold Mines Inc. (“Jinshan”) pursuant to Ivanhoe entering into and participating in the restructuring of certain mineral projects project participation arrangements with Jinshan.

Ivanhoe acquired the securities pursuant to a private transaction, which included a Project Reorganization Agreement between Ivanhoe and Jinshan, dated April 15, 2004 with respect to the reorganization of certain project participation agreements between the two parties.

Ivanhoe acquired these securities for investment purposes. Depending on economic or market conditions or matters relating to Jinshan, Ivanhoe may choose to either acquire additional securities or dispose of securities of Jinshan.

DATED: May 14, 2004.

IVANHOE MINES LTD.

FORM 51-102F3

Material Change Report

Table 1: Hugo North Deposit – Growth in Inferred Resources (May, 2004)